Section 1. The corporation may have offices at such places
both within and without the State of Delaware as the Board of Directors may
from time to time determine or the business of the corporation may require.

ARTICLE
II

MEETINGS OF STOCKHOLDERS

Section 1. Meetings of stockholders shall be held at such
date, time and place, if any, within or outside the State of Delaware as
designated by the Board of Directors from time to time. In the absence of any
such designation, stockholders’ meetings shall be held at the principal
executive office of the corporation.

Section 2. If required by applicable law, an annual
meeting of stockholders shall be held each year on a date and at a time
designated by the Board of Directors. At each annual meeting directors shall be
elected and any other proper business may be transacted.

Section 3. A majority in voting power of the stock issued
and outstanding and entitled to vote at any meeting of stockholders, the
holders of which are present in person or represented by proxy, shall
constitute a quorum for the transaction of business except as otherwise
provided by law, by the Certificate of Incorporation, or by these Bylaws. A
quorum, once established, shall not be broken by the withdrawal of enough votes
to leave less than a quorum and the votes present may continue to transact
business until adjournment. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, a majority in voting power of
the voting stock represented in person or by proxy may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. If the
adjournment is for more than thirty (30) days, or if after the adjournment
a new record date for stockholders entitled to vote is fixed for the adjourned
meeting, the Board of Directors shall fix as the record date for determining
stockholders entitled to notice of such adjourned meeting the same or an
earlier date as that fixed for determination of stockholders entitled to vote
at the adjourned meeting, and a notice of the adjourned meeting shall be given
to each stockholder of record as of the record date so fixed for notice of such
adjourned meeting.

Section 4. When a quorum is present at any meeting, the
vote of the holders of a majority in voting power of the stock having voting
power present in person or represented by proxy and entitled to vote on the
applicable question shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the Certificate
of Incorporation, these Bylaws, the rules and regulations of any stock exchange
applicable to the corporation, or applicable law or pursuant to any regulation
applicable to the corporation or its securities, a different vote is required
in which case such express provision shall govern and control the decision of
such question.

Section 5. Each stockholder entitled to vote at a meeting
of stockholders or to express consent to corporate action in writing without a
meeting may authorize another person or persons to act for such stockholder by
proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. A proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power.
A stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by delivering to the Secretary of the
corporation a revocation of the proxy or a new proxy bearing a later date.
Except as otherwise provided by or pursuant to the provisions of the
Certificate of Incorporation, each stockholder shall have one vote for each
share of stock having voting power registered in his, her or its name on the
books of the corporation on the record date set by the Board of Directors as
provided in Article V Section 6 hereof. All elections shall be decided by
a plurality vote.

Section 6. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by applicable law or by the
Certificate of Incorporation, may be called by the Chairman of the Board, Chief
Executive Officer or President and shall be called by the Chairman of the
Board, Chief Executive Officer, President or the Secretary at the request in
writing of a majority of the Board of Directors, or at the request in writing
of stockholders owning a majority in voting power of the entire capital stock
of the corporation issued and outstanding, and entitled to vote. Such request
shall state the purpose or purposes of the proposed meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

Section 7. Whenever stockholders are required or permitted
to take any action at a meeting, a notice of the meeting shall be given which
notice shall state the place, if any, date and hour of the meeting, the means
of remote communications, if any, by which stockholders and proxy holders may
be deemed to be present in person and vote at such meeting, the record date for
determining the stockholders entitled to vote at the meeting (if such date is
different from the record date for stockholders entitled to notice of the
meeting) and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided by law, the Certificate
of Incorporation or these Bylaws, the notice of any meeting shall be given to
each stockholder entitled to vote at such meeting as of the record date for
determining the stockholders entitled to notice of the meeting not less than
ten (10) nor more than sixty (60) days before the date of the
meeting. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his, her or its address as it
appears on the records of the corporation.

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Section 8.

(A) Annual
Meetings of Stockholders.

(1) Nominations of
persons for election to the Board of Directors of the corporation and the
proposal of other business to be considered by the stockholders may be made at
an annual meeting of stockholders only (a) pursuant to the corporation’s
notice of meeting (or any supplement thereto), (b) by or at the direction
of the Board of Directors or any committee thereof or (c) by any
stockholder of the corporation who was a stockholder of record of the
corporation at the time the notice provided for in this Section 8 is
delivered to the Secretary of the corporation, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this
Section 8.

(2) For any nominations
or other business to be properly brought before an annual meeting by a
stockholder pursuant to clause (c) of paragraph (A)(1)
of this Section 8, the stockholder must have given timely notice thereof
in writing to the Secretary of the corporation and any such proposed business
(other than the nominations of persons for election to the Board of Directors)
must constitute a proper matter for stockholder action. To be timely, a
stockholder’s notice shall be delivered to the Secretary at the principal
executive offices of the corporation not later than the close of business on
the ninetieth (90th) day, nor earlier than the close of
business on the one hundred twentieth (120th) day, prior to the
first anniversary of the preceding year’s annual meeting (provided, however,
that in the event that the date of the annual meeting is more than thirty
(30) days before or more than seventy (70) days after such anniversary
date, notice by the stockholder must be so delivered not earlier than the close
of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the
close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the
date of such meeting is first made by the corporation). In no event shall the
public announcement of an adjournment or postponement of an annual meeting
commence a new time period (or extend any time period) for the giving of a
stockholder’s notice as described above. Such stockholder’s notice shall set
forth: (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) all information relating
to such person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to and in accordance with Section 14(a) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and
regulations promulgated thereunder, and (ii) such person’s written consent
to being named in the proxy statement as a nominee and to serving as a director
if elected; (b) as to any other business that the stockholder proposes to
bring before the meeting, a brief description of the business desired to be
brought before the meeting, the text of the proposal or business (including the
text of any resolutions proposed for consideration and in the event that such
business includes a proposal to amend the Bylaws of the corporation, the
language of the proposed amendment), the reasons for conducting such business
at the meeting and any material interest in such business of such stockholder
and the beneficial owner, if any, on whose behalf the proposal is made; and
(c) as to the stockholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (i) the
name and address of such stockholder, as they appear on the corporation’s
books, and of such beneficial owner, (ii) the class or series and number
of shares of capital stock of the corporation which are owned beneficially and
of record by such stockholder and such beneficial owner, (iii) a

3

description of any
agreement, arrangement or understanding with respect to the nomination or
proposal between or among such stockholder and/or such beneficial owner, any of
their respective affiliates or associates, and any others acting in concert
with any of the foregoing, including, in the case of a nomination, the nominee,
(iv) a description of any agreement, arrangement or understanding
(including any derivative or short positions, profit interests, options,
warrants, convertible securities, stock appreciation or similar rights, hedging
transactions, and borrowed or loaned shares) that has been entered into as of
the date of the stockholder’s notice by, or on behalf of, such stockholder and
such beneficial owners, whether or not such instrument or right shall be
subject to settlement in underlying shares of capital stock of the corporation,
the effect or intent of which is to mitigate loss to, manage risk or benefit of
share price changes for, or increase or decrease the voting power of, such
stockholder or such beneficial owner, with respect to securities of the
corporation, (v) a representation that the stockholder is a holder of
record of stock of the corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to propose such business or
nomination, (vi) a representation whether the stockholder or the
beneficial owner, if any, intends or is part of a group which intends
(I) to deliver a proxy statement and/or form of proxy to holders of at
least the percentage of the corporation’s outstanding capital stock required to
approve or adopt the proposal or elect the nominee and/or (II) otherwise to
solicit proxies or votes from stockholders in support of such proposal or
nomination, and (vii) any other information relating to such stockholder
and beneficial owner, if any, required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies
for, as applicable, the proposal and/or the election of directors in an election
contest pursuant to and in accordance with Section 14(a) of the Exchange
Act and the rules and regulations promulgated thereunder. The foregoing notice
requirements of this paragraph (A) of this Section 8 shall be deemed
satisfied by a stockholder with respect to business or a nomination if the
stockholder has notified the corporation of his, her or its intention to
present a proposal or make a nomination at an annual meeting in compliance with
applicable rules and regulations promulgated under the Exchange Act and such
stockholder’s proposal or nomination has been included in a proxy statement
that has been prepared by the corporation to solicit proxies for such annual
meeting. The corporation may require any proposed nominee to furnish such other
information as the corporation may reasonably require to
determine the eligibility of such proposed nominee to serve as a
director of the corporation.

(3) Notwithstanding
anything in the second sentence of paragraph (A)(2) of this Section 8 to
the contrary, in the event that the number of directors to be elected to the
Board of Directors of the corporation at the annual meeting is increased effective
after the time period for which nominations would otherwise be due under
paragraph (A)(2) of this Section 8 and there is no public announcement by
the corporation naming the nominees for the additional directorships at least
one hundred (100) days prior to the first anniversary of the preceding
year’s annual meeting, a stockholder’s notice required by this Section 8
shall also be considered timely, but only with respect to nominees for the
additional directorships, if it shall be delivered to the Secretary at the
principal executive offices of the corporation not later than the close of
business on the tenth (10th) day following the day on which such
public announcement is first made by the corporation.

4

(B) Special Meetings of Stockholders. Only such
business shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting pursuant to the corporation’s notice of
meeting. Nominations of persons for election to the Board of Directors may be
made at a special meeting of stockholders at which directors are to be elected
pursuant to the corporation’s notice of meeting (1) by or at the direction
of the Board of Directors or any committee thereof (or stockholders pursuant to
Article II, Section 6 hereof) or (2) provided that the Board of
Directors (or stockholders pursuant to Article II, Section 6 hereof) has
determined that directors shall be elected at such meeting, by any stockholder
of the corporation who is a stockholder of record at the time the notice
provided for in this Section 8 is delivered to the Secretary of the
corporation, who is entitled to vote at the meeting and upon such election and
who complies with the notice procedures set forth in this Section 8. In
the event the corporation calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board of Directors, any such
stockholder entitled to vote in such election of directors may nominate a
person or persons (as the case may be) for election to such position(s) as
specified in the corporation’s notice of meeting, if the stockholder’s notice
required by paragraph (A)(2) of this Section 8 shall be delivered to the
Secretary at the principal executive offices of the corporation not earlier
than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the
close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting. The foregoing notice
requirements of this paragraph (B) of this Section 8 shall be deemed
satisfied by a stockholder with respect to a nomination if the stockholder has
notified the corporation of his, her or its intention to present a nomination
at such special meeting in compliance with applicable rules and regulations
promulgated under the Exchange Act and such stockholder’s nomination has been
included in a proxy statement that has been prepared by the corporation to
solicit proxies for such special meeting. In no event shall the public
announcement of an adjournment or postponement of a special meeting commence a
new time period (or extend any time period) for the giving of a stockholder’s
notice as described above.

(C) General.

(1) Except as otherwise
expressly provided in any applicable rule or regulation promulgated under the
Exchange Act, only such persons who are nominated in accordance with the
procedures set forth in this Section 8 shall be eligible to be elected at
an annual or special meeting of stockholders of the corporation to serve as
directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 8. Except as otherwise provided
by law, the chairman of the meeting shall have the power and duty (a) to
determine whether a nomination or any business proposed to be brought before
the meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section 8 (including whether the stockholder
or beneficial owner, if any, on whose behalf the nomination or proposal is made
solicited (or is part of a group which solicited) or did not so solicit, as the
case may be, proxies or votes in support of such stockholder’s nominee or
proposal in compliance with such stockholder’s representation as required by
clause (A)(2)(c)(vi) of this Section 8) and (b) if any proposed
nomination or business was not made or proposed in compliance with this
Section 8, to declare that such nomination shall be disregarded or that
such

5

proposed
business shall not be transacted. Notwithstanding the foregoing provisions of
this Section 8, unless otherwise required by law, if the stockholder (or a
qualified representative of the stockholder) does not appear at the annual or
special meeting of stockholders of the corporation to present a nomination or
proposed business, such nomination shall be disregarded and such proposed
business shall not be transacted, notwithstanding that proxies in respect of
such vote may have been received by the corporation. For purposes of this
Section 8, to be considered a qualified representative of the stockholder,
a person must be a duly authorized officer, manager or partner of such
stockholder or must be authorized by a writing executed by such stockholder or
an electronic transmission delivered by such stockholder to act for such
stockholder as proxy at the meeting of stockholders and such person must
produce such writing or electronic transmission, or a reliable reproduction of
the writing or electronic transmission, at the meeting of stockholders.

(2) For purposes of this
Section 8, “public announcement” shall include disclosure in a press
release reported by the Dow Jones News Service, Associated Press or other
national news service or in a document publicly filed by the corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)
of the Exchange Act and the rules and regulations promulgated thereunder.

(3) Notwithstanding the
foregoing provisions of this Section 8, a stockholder shall also comply
with all applicable requirements of the Exchange Act and the rules and
regulations promulgated thereunder with respect to the matters set forth in
this Section 8; provided however, that any references in these Bylaws to
the Exchange Act or the rules and regulations promulgated thereunder are not
intended to and shall not limit any requirements applicable to nominations or
proposals as to any other business to be considered pursuant to this
Section 8 (including paragraphs (A)(1)(c) and (B) hereof), and
compliance with paragraphs (A)(1)(c) and (B) of this Section 8 shall
be the exclusive means for a stockholder to make nominations or submit other
business (other than, as provided in the penultimate sentences of paragraphs
(A)(2) and (B) hereof, business or nominations brought properly under and
in compliance with Rule 14a-8 or 14a-11 of the Exchange Act, as such Rules may
be amended from time to time). Nothing in this Section 8 shall be deemed
to affect any rights (a) of stockholders to request inclusion of proposals
or nominations in the corporation’s proxy statement pursuant to applicable rules
and regulations promulgated under the Exchange Act or (b) of the holders
of any series of preferred stock to elect directors pursuant to any applicable
provisions of the Certificate of Incorporation.

Section 9. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting (provided, however, if the record date for determining the
stockholders entitled to vote is less than ten (10) days before the date
of the meeting, the list shall reflect the stockholders entitled to vote as of
the tenth day before the meeting date), arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, for a period of at least
ten (10) days prior to the meeting (i) on a
reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of meeting or
(ii) during ordinary business hours at the principal place of business of
the corporation. If the

6

meeting
is to be held at a place, then the list of stockholders entitled to vote shall
also be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present. If the
meeting is to be held solely by means of remote communication, then the list
shall also be open to the examination of any stockholder during the whole time
of the meeting on a reasonably accessible electronic network, and the
information required to access such list shall be provided with the notice of
the meeting. Except as otherwise provided by law, the stock ledger shall be the
only evidence as to who are the stockholders entitled to examine the list of
stockholders required by this Section 9 or to vote in person or by proxy
at any meeting of stockholders.

Section 10. In advance of any meeting of the stockholders
at which a vote shall be taken on any matter, the corporation may, and shall if
required by law, appoint an inspector or inspectors of election to act with respect
to such vote. The corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. In the event that no
inspector so appointed or designated is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector of election so appointed shall
take and sign an oath to faithfully execute his or her duties with strict
impartiality and according to the best of his or her ability. Such inspector or
inspectors of election shall have such duties as are prescribed by applicable
law. Reports of inspectors of election shall be in writing and subscribed and
delivered by them to the Secretary. The inspectors of election need not be
stockholders of the corporation, and any officer or employee of the corporation
may be an inspector of election. In determining the validity and counting of
proxies and ballots cast at any meeting of stockholders of the corporation, the
inspectors may consider such information as is permitted by applicable law. No
person who is a candidate for an office at an election may serve as an
inspector at such election.

Section 11. Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the corporation by delivery to
its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the corporation having custody of the book
in which minutes of proceedings of stockholders are recorded. Delivery made to
the corporation’s registered office shall be by hand or by certified or
registered mail, return receipt requested. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent
shall, to the extent required by law, be given to those stockholders who have
not consented in writing and who, if the action had been taken at a meeting,
would have been entitled to notice of the meeting if the record date for notice
of such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the corporation.

Section 12. The date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at a
meeting shall be announced at the meeting by the person presiding over the
meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem appropriate.

7

Except to the extent
inconsistent with such rules and regulations as adopted by the Board of
Directors, the person presiding over any meeting of stockholders shall have the
right and authority to convene and (for any or no reason) to adjourn the
meeting, to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such presiding person, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the presiding person of the
meeting, may include, without limitation, the following: (i) the
establishment of an agenda or order of business for the meeting;
(ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or
participation in the meeting to stockholders entitled to vote at the meeting,
their duly authorized and constituted proxies or such other persons as the
presiding person of the meeting shall determine; (iv) restrictions on
entry to the meeting after the time fixed for the commencement thereof; and
(v) limitations on the time allotted to questions or comments by
participants. The presiding person at any meeting of stockholders, in addition
to making any other determinations that may be appropriate to the conduct of
the meeting, shall, if the facts warrant, determine and declare to the meeting
that a matter or business was not properly brought before the meeting and if
such presiding person should so determine, such presiding person shall so
declare to the meeting and any such matter or business not properly brought
before the meeting shall not be transacted or considered. Unless and to the
extent determined by the Board of Directors or the person presiding over the
meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.

Section 13. Meetings of stockholders shall be presided over
by the Chairman of the Board or, in his or her absence, by the Chief Executive
Officer or, in his or her absence, by the President or, in his or her absence,
by a Vice President or, in the absence of the foregoing persons, by a chairman
designated by the Board of Directors or, in the absence of such designation, by
a chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his or her absence the chairman of the meeting may appoint any
person to act as secretary of the meeting.

ARTICLE
III

DIRECTORS

Section 1. The number of directors of this corporation
that shall constitute the whole Board shall be determined by resolution of the
Board of Directors; provided, however, that no decrease in the number of
directors shall have the effect of shortening the term of an incumbent
director. The directors need not be stockholders. The directors shall be
elected at the annual meeting of the stockholders, except as provided in
Section 2 of this Article, and each director elected shall hold office
until his or her successor is elected and qualified or his or her earlier
death, disqualification, resignation or removal; provided however, that unless
otherwise restricted by the Certificate of Incorporation or by applicable law,
any director or the entire Board of Directors may be removed, either with or
without cause, from the Board of Directors at any meeting of stockholders by a
majority of the voting power then entitled to vote in the election of
directors. Any director may resign at any time upon notice to the corporation.

8

Section 2. Vacancies on the Board of Directors by reason
of death, resignation, retirement, disqualification, removal from office or
otherwise, and newly created directorships resulting from any increase in the
authorized number of directors shall be filled only by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. The directors so chosen shall hold office until the next annual
election of directors and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by applicable law. If,
at the time of filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of the whole
Board (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten percent (10%) of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships
or to replace the directors chosen by the directors then in office.

Section 3. The property and business of the corporation
shall be managed by or under the direction of its Board of Directors. In
addition to the powers and authorities by these Bylaws expressly conferred upon
them, the Board may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done
by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The directors may hold their meetings and have
one or more offices, and keep the books of the corporation outside of the State
of Delaware.

Section 5. Regular meetings of the Board of Directors may
be held without notice at such time and place as shall from time to time be
determined by the Board.

Section 6. Special meetings of the Board of Directors may
be called by the Chairman of the Board, Chief Executive Officer or President on
twenty-four (24) hours’ notice to each director; special meetings shall be
called by the Chairman of the Board, Chief Executive Officer, President or the
Secretary in like manner and on like notice on the written request of two
directors.

Section 7. At all meetings of the Board of Directors a
majority of the directors then serving (provided that in no event shall such
majority be less than one-third (1/3) of the total authorized number of
directors) shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the vote of a majority of the directors present at
any meeting at which there is a quorum, shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute, by the
Certificate of Incorporation or by these Bylaws. If a quorum shall not be
present at any meeting of the Board of Directors the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. If only one
director is authorized, such sole director shall constitute a quorum.

9

Section 8. Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all members of the Board or committee, as the case
may be, consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmissions are filed with the minutes of
proceedings of the Board or committee.

Section 9. Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee by means of conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

Section 10. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board or, in his or her absence, by the
Chief Executive Officer (if a director) or, in his or her absence, a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his or her absence, the chairman of the meeting may appoint any person to
act as secretary of the meeting.

COMMITTEES OF DIRECTORS

Section 11. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors, or in these Bylaws, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to the following matter: (i) approving or adopting, or recommending to the
stockholders, any action or matter (other than the election or removal of
directors) expressly required by applicable law to be submitted to stockholders
for approval or (ii) adopting, amending or repealing any Bylaw of the
corporation.

Section 12. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.
Unless the Board of Directors otherwise provides, each committee designated by
the Board of Directors may make, alter and repeal rules for the conduct of its
business. In the absence of such rules each committee shall conduct its
business in the same manner as the Board of Directors conducts its business
pursuant to Article III, Sections 4-10 of these Bylaws.

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COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, the Board of Directors shall have the
authority to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

INDEMNIFICATION

Section 14. (a) The corporation shall indemnify and hold
harmless to the fullest extent permitted by applicable law as it presently
exists or may hereafter by amended, any person who was or is a party or is
threatened to be made a party or is otherwise involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he or she, or a person for whom he or
she is a legal representative, is or was a director or officer of the
corporation, or, while a director or officer of the corporation, is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, limited
liability company or other enterprise against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful. Notwithstanding the foregoing in this
Section 14(a) and the provisions of Section 14(b), except as
otherwise provided in Section 14(e), the corporation shall be required to
indemnify an officer or director in connection with a proceeding (or part
thereof) commenced by such officer or director only if the commencement of such
proceeding (or part thereof) by the officer or director was authorized in the
specific case by the Board of Directors of the corporation.

(b) The corporation
shall indemnify and hold harmless to the fullest extent permitted by applicable
law as it presently exists or may hereafter be amended, any person who was or
is a party or is threatened to be made a party or is otherwise involved in any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she, or a person for whom he or she is a legal representative, is or was a
director or officer of the corporation, or, while a director or officer of the
corporation, is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, limited liability company or other enterprise against expenses (including
attorneys’ fees) actually and reasonably incurred by him or her in connection
with the defense or settlement of such action or suit if he or

11

she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation and except that no such indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such Court of Chancery or such other court shall deem proper.

(c) To the extent that a
present or former director or officer of the corporation shall be successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in paragraphs (a) and (b) of this Section 14, or in defense
of any claim, issue or matter therein, he or she shall be indemnified against
expenses (including attorneys’ fees) actually and reasonably incurred by him or
her in connection therewith.

(d) Any indemnification
under paragraphs (a) and (b) of this Section 14 (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the present or former
director or officer is proper in the circumstances because he or she has met
the applicable standard of conduct set forth in paragraphs (a) and (b) of
this Section 14. Such determination shall be made (1) by a majority
vote of the directors who were not parties to such action, suit or proceeding,
even though less than a quorum or (2) by a committee of such directors
designated by a majority vote of such directors, even though less than a quorum
or (3) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion or (4) by the stockholders.

(e) If a claim for
indemnification (following the final disposition of such proceeding) or
advancement of expenses under this Section 14 is not paid in full within
thirty (30) days after a written claim therefor by the director or officer
has been received by the corporation, the director of officer may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim to the
fullest extent permitted by law. In any such action the corporation shall have
the burden of proving that the director or officer is not entitled to the
requested indemnification or advancement of expenses under applicable law.

(f) To the fullest
extent not prohibited by applicable law, expenses (including attorneys’ fees)
incurred in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding, provided, however, that,
to the extent required by law, such payment of expenses in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by or on behalf of the director or officer to repay all amounts advanced if it
shall ultimately be determined that he or she is not entitled to be indemnified
by the corporation as authorized in this Section 14 or otherwise.

(g) The indemnification
and advancement of expenses provided by, or granted pursuant to, the other
sub-sections of this Section 14 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any statute, provision of the Certificate of Incorporation,
these Bylaws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding such office.

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(h) The Board of Directors may authorize, by a vote of a majority
of a quorum of the Board of Directors, the corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or, while a director, officer, employee or agent
of the corporation, is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, limited liability company or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of this Section 14.

(i)
For the purposes of this Section 14, references to “the corporation” shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so
that any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, limited liability company or
other enterprise, shall stand in the same position under the provisions of this
Section with respect to the resulting or surviving corporation as he or she
would have with respect to such constituent corporation if its separate existence
had continued.

(j) For purposes of this
Section 14 references to “other enterprises” shall include employee
benefit plans; references to “fines” shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references to “serving
at the request of the corporation” shall include service as a director or
officer of the corporation which imposes duties on, or involves services by,
such director or officer with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in
a manner “not opposed to the best interests of the corporation” as referred to
in this section.

(k) The indemnification
and advancement of expenses provided by, or granted pursuant to, this
Section 14 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

(l) The corporation’s
obligation, if any, to indemnify or to advance expenses to any director or
officer who was or is serving at its request as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, limited
liability company, enterprise or nonprofit entity shall be reduced by any
amount such person may collect as indemnification or advancement of expenses
from such other corporation, partnership, joint venture, trust, limited
liability company, enterprise or non-profit enterprise.

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(m) Any right to indemnification or to advancement of expenses of
any director or officer arising hereunder shall not be eliminated or impaired
by an amendment to or repeal of these Bylaws after the occurrence of the act or
omission that is the subject of the civil, criminal, administrative or
investigative action, suit or proceeding for which indemnification or
advancement of expenses is sought.

(n) This Section 14
shall not limit the right of the corporation, to the extent and in the manner
permitted by law, to indemnify and to advance expenses to persons other than
directors and officers when and as authorized by appropriate corporate action.

CHAIRMAN OF THE BOARD

Section 15. The corporation may have at the discretion of
the Board of Directors, a Chairman of the Board of Directors. The Chairman of
the Board must be a director of the corporation. The Chairman of the Board, if
there be one, shall preside at all meetings of the stockholders and at all
meetings of the Board of Directors and shall have such other powers and duties
as the Board of Directors may from time to time prescribe and as may be
prescribed by these Bylaws.

ARTICLE
IV

OFFICERS

Section 1. The officers of this corporation shall include
a Chief Executive Officer, a President, a Secretary, and a Treasurer. The
corporation may also have at the discretion of the Board of Directors, such
other officers as are desired, including one or more Vice Presidents, one or
more Assistant Secretaries and Assistant Treasurers, and such other officers as
may be appointed in accordance with the provisions of this Article IV. In the
event there are two or more Vice Presidents, then one or more may be designated
as Executive Vice President, Senior Vice President, or other similar or
dissimilar title. At the time of the election of officers, the directors may by
resolution determine the order of their rank. Any number of offices may be held
by the same person unless the Certificate of Incorporation or these Bylaws
otherwise provide.

Section 2. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of
Section 3 of this Article IV, shall be chosen by the Board of Directors,
each of whom shall hold office for such period, and have such authority and
perform such duties as are provided in these Bylaws or as the Board of
Directors may from time to time determine.

Section 3. The Chief Executive Officer or the Board of
Directors may appoint such other officers as the business of the corporation
may require (“Subordinate Officers”), each of whom shall hold office for such
period, have such authority and perform such duties as are provided in these
Bylaws or as the Chief Executive Officer or the Board of Directors may from
time to time determine.

Section 4. The officers of the corporation shall hold
office until their successors are chosen and qualify in their stead or their
earlier death, disqualification, resignation or removal.

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Any officer elected or
appointed by the Chief Executive Officer or the Board of Directors may be
removed with or without cause at any time by the affirmative vote of a majority
of the Board of Directors without prejudice to the rights, if any, of such
officer under any contract to which he or she is a party. Any Subordinate
Officer elected or appointed by the Chief Executive Officer may be removed with
or without cause at any time by the Chief Executive Officer without prejudice
to the rights, if any, of such Subordinate Officer under any contract to which
he or she is a party. If the office of any officer or officers becomes vacant
for any reason, the vacancy shall be filled by the Board of Directors. If the
office of any Subordinate Officer or Subordinate Officers becomes vacant for
any reason, the vacancy shall be filled by the Board of Directors or the Chief
Executive Officer.

CHIEF EXECUTIVE OFFICER

Section 5. The Chief Executive Officer shall, subject to
the control of the Board of Directors, have general supervision, direction and
control of the business and officers of the corporation, shall be responsible
for corporate policy and strategy, and shall report directly to the Board of
Directors. Unless otherwise provided in these Bylaws, all officers of the
corporation shall report directly to the Chief Executive Officer or as
otherwise determined by the Chief Executive Officer. The Chief Executive
Officer shall, if present and in the absence of the Chairman of the Board,
preside at meetings of the stockholders and (if the Chief Executive Officer is
a director) of the Board of Directors, and shall have the general powers and
duties of management usually vested in the office of chief executive officer of
corporations and such other powers and duties as may be prescribed by the Board
of Directors or these Bylaws.

PRESIDENT

Section 6. The President shall exercise and perform such
powers and duties as may be from time to time assigned to him or her by the
Board of Directors or the Chief Executive Officer or prescribed by these
Bylaws. In the absence or disability of the Chief Executive Officer, the
President shall have all the powers and duties of the Chief Executive Officer prescribed
herein.

VICE PRESIDENTS

Section 7. In the absence or disability of the Chief
Executive Officer and the President, the Vice Presidents in order of their rank
as fixed by the Board of Directors or the Chief Executive Officer, or if not
ranked, the Vice President designated by the Board of Directors or Chief
Executive Officer, shall perform all the duties of the Chief Executive Officer
and President, and when so acting shall have all the powers of and be subject
to all the restrictions upon the Chief Executive Officer and President. The
Vice Presidents shall have such other duties as from time to time may be
prescribed for them, respectively, by the Board of Directors or the Chief
Executive Officer.

SECRETARY AND ASSISTANT SECRETARY

Section 8. Upon request, the Secretary shall attend
sessions of the Board of Directors and meetings of the stockholders and record
all votes and the minutes of such proceedings in a book to be kept for that
purpose and shall perform like duties for the standing committees when

15

required
by the Board of Directors. He or she shall give, or cause to be given, notice
of all meetings of the stockholders and of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors, the
Chief Executive Officer or these Bylaws. He or she shall keep in safe custody
the seal of the corporation, and when authorized by the Board, affix the same
to any instrument requiring it, and when so affixed it shall be attested by his
or her signature or by the signature of an Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his or her signature.

Section 9. The Assistant Secretary, or if there be more
than one, the Assistant Secretaries in the order determined by the Board of
Directors or the Chief Executive Officer, or if there be no such determination,
the Assistant Secretary designated by the Board of Directors or the Chief
Executive Officer, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors or the
Chief Executive Officer may from time to time prescribe.

TREASURER AND ASSISTANT TREASURER

Section 10. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys, and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He or she shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his or
her transactions as Treasurer and of the financial condition of the
corporation. If required by the Board of Directors, he or she shall give the
corporation a bond, in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors, for the faithful performance of the
duties of his or her office and for the restoration to the corporation, in case
of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his or
her possession or under his or her control belonging to the corporation.

Section 11. The Assistant Treasurer or if there shall be
more than one, the Assistant Treasurers in the order determined by the Board of
Directors or the Chief Executive Officer, or if there be no such determination,
the Assistant Treasurer designated by the Board of Directors or the Chief
Executive Officer, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors or the
Chief Executive Officer may from time to time prescribe.

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ARTICLE V

CERTIFICATES OF STOCK

Section 1. The shares of the corporation may be
represented by certificates, provided that the Board of Directors may provide
by resolution or resolutions that some or all of any or all classes or series
of the corporation’s stock may be uncertificated. Any such resolution shall not
apply to shares represented by a certificate until such certificate is
surrendered to the corporation. Certificates for the shares of stock of the
corporation, if any, are to be in such form as is consistent with the
Certificate of Incorporation and applicable law. Every holder of stock
represented by certificate in the corporation shall be entitled to have a
certificate signed by, or in the name of the corporation by, the Chairman of
the Board or Vice Chairman of the Board of Directors or the President or a Vice
President, and by the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer of the corporation certifying the number of shares owned
by such stockholder in the corporation.

Section 2. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent, or registrar at the date of
issue.

Section 3. If the corporation shall be authorized to issue
more than one class of stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualification,
limitations or restrictions of such preferences and/or rights shall be set
forth in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, provided
that except as otherwise provided in Section 202 of the General
Corporation Law of the State of Delaware, in lieu of the foregoing requirements
there may be set forth on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, a statement
that the corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights. Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner
thereof a written notice containing the information required to be set forth or
stated on certificates pursuant to this section or otherwise required by
applicable law or with respect to this section a statement that the corporation
will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Except as
otherwise expressly provided by law, the rights and obligations of the holders
of uncertificated stock and the rights and obligations of the holders of
certificates representing stock of the same class and series shall be
identical.

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LOST, STOLEN OR DESTROYED CERTIFICATES

Section 4. The Board of Directors may direct a new
certificate or certificates or uncertificated shares to be issued in place of
any certificate or certificates theretofore issued by the corporation alleged
to have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates or
uncertificated shares, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his, her or its legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

TRANSFERS OF STOCK

Section 5. Transfers of record of shares of stock of the
corporation may be made only upon its books by the holders thereof, in person
or by attorney duly authorized, and, in the case of stock represented by
certificate, upon the surrender of a properly endorsed certificate or
certificates for a like number of shares (or, with respect to uncertificated
shares, by delivery of duly executed instructions or in any other manner
permitted by applicable law).

FIXING RECORD DATE

Section 6. (a) In order that the corporation may determine
the stockholders entitled to notice of any meeting of the stockholders, or any
adjournment thereof, the Board of Directors may fix a
record date, which record date shall, unless otherwise required by law, not be
more than sixty (60) nor less than ten (10) days before the date of
such meeting. If the Board of Directors so fixes a date, such date shall also
be the record date for determining the stockholders entitled to vote at such
meeting unless the Board of Directors determines, at the time it fixes such
record date, that a later date on or before the date of the meeting shall be
the date for making such determination. If no record date is fixed by the Board
of Directors, the record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix a new
record date for determination of the stockholders entitled to vote at the
adjourned meeting, and in such case shall also fix as the record date for
stockholders entitled to notice of such adjourned meeting the same or an
earlier date as that fixed for determination of stockholders entitled to vote
in accordance herewith at the adjourned meeting.

(b) In order that the
corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which date shall not
be more than ten (10) days after the date upon which the resolution fixing
the record date is adopted by the Board

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of Directors. Any
stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the Secretary,
request the Board of Directors to fix a record date. The Board of Directors
shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution
fixing the record date. If no record date has been fixed by the Board of
Directors within ten (10) days of the date on which such a request is
received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by applicable law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or any officer or agent
of the corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to the corporation’s registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action.

(c) In order that the
corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which shall not be more than sixty (60) days prior to such
other action. If no such record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

(d) In the event of the
delivery to the corporation of a written consent or consents purporting to
authorize or take corporate action and/or related revocations (each such
written consent or related revocation is referred to in this Section 6 as
a “Consent”), the Secretary of the corporation shall provide for the
safekeeping of such Consent and shall immediately appoint duly qualified and
objective inspectors to conduct, as promptly as practical, such reasonable
ministerial review as they deem necessary or appropriate for the purpose of
ascertaining the sufficiency and validity of such Consent and all matters
incident thereto, including, without limitation, whether holders of shares
having the requisite voting power to authorize or take the action specified in the
Consent have given consent. For the purpose of permitting the inspectors to
perform such review, no Consent shall be effective until such inspectors have
completed their review, determined that the requisite number of valid and
unrevoked Consents delivered to the corporation in accordance with this
Section 6 and applicable law have been obtained to authorize or take the
action specified in the Consents, and certified such determination for entry in
the records of the corporation kept for the purpose of recording the
proceedings of meetings of stockholders. Nothing contained in this
Section 6(d) shall in any way be construed to suggest or imply that the
Board of Directors or any stockholder shall not be entitled to contest the
validity of any Consent, whether before or after such certification by the
independent inspectors, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such litigation).

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REGISTERED STOCKHOLDERS

Section 7. The corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in fact thereof
and accordingly shall not be bound to recognize any equitable or other claim or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
the State of Delaware.

ARTICLE
VI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

Section 2. Before payment of any dividend there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interests of the
corporation, and the directors may abolish any such reserve.

FISCAL YEAR

Section 3. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

SEAL

Section 4. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the words
“Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

NOTICES

Section 5. Except as otherwise provided herein or
permitted by applicable law, notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the corporation. Without limiting the
manner by which notice otherwise may be given effectively to stockholders, and
except as prohibited by applicable law, any notice to stockholders given by the
corporation under any provision of applicable law, the Certificate of
Incorporation, or these Bylaws shall be effective if given by a single written
notice to stockholders who share an address if consented to by the stockholders
at that address to whom such notice is given. Any such consent shall be

20

revocable
by the stockholder by written notice to the corporation. Any stockholder who
fails to object in writing to the corporation, within sixty (60) days of
having been given written notice by the corporation of its intention to send
the single notice permitted under this Section 5, shall be deemed to have
consented to receiving such single written notice. Notice to directors may also
be given by overnight courier, facsimile, telephone or other means of electronic
transmission and such notice shall be deemed to be given in accordance with
applicable law.

Section 6. Whenever any notice is required to be given
under applicable law, the Certificate of Incorporation or of these Bylaws, a
waiver thereof given by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.
Attendance of a person at a meeting (whether in person or by proxy in the case
of a meeting of stockholders) shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of any regular or special meeting of the
stockholders, directors or members of a committee of directors need be
specified in any waiver of notice.

ARTICLE
VII

AMENDMENTS

Section 1. Except as otherwise provided herein or by
applicable law, these Bylaws may be altered, amended or repealed, and new
Bylaws may be adopted, (i) by the Board of
Directors, by vote of a majority of the number of directors then in office as
directors, acting at any meeting of the Board, or (ii) by the
stockholders. Subject to applicable law, any Bylaws altered, amended, or
adopted by the stockholders may be altered, amended, or repealed by either the
Board or the stockholders.

21

CERTIFICATE OF SECRETARY

I, the undersigned, do
hereby certify:

(1) That I am the duly
elected and acting Secretary of QUIKSILVER, INC., a Delaware corporation;
and

(2) That the foregoing
Amended and Restated Bylaws, comprising twenty-one (21) pages, constitute
the Amended and Restated Bylaws of said corporation as duly adopted by the
Board of Directors of said corporation as of December 17, 2002,
January 27, 2004, amended December 5, 2007, November 1, 2010,
January 2, 2013 and October ,
2014.

IN WITNESS WHEREOF, I
have hereunto subscribed my name this day
of ,
2014.